


Competition

by neverweremine



Category: Ultimate Spider-Man (Cartoon 2012)
Genre: Alternate Universe - Canon Divergence, M/M
Language: English
Status: Completed
Published: 2020-09-02
Updated: 2020-09-02
Packaged: 2021-03-06 17:08:31
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 3,518
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26242426
Author URL: https://archiveofourown.org/users/neverweremine/pseuds/neverweremine
Summary: "Agent Venom, get help!" Spider-Man had yelled as the Carnage crawled over his body like a wave of marching ants. "Get the Academy! The Avengers! Hurry!""But Spidey-!""You can't fight this on your own. Get everyone together and group up before it's too late!"
Relationships: Harry Osborn/Peter Parker, Peter Parker/Flash Thompson
Comments: 3
Kudos: 68





	Competition

**Author's Note:**

  * For [X_Gon_Give_It](https://archiveofourown.org/users/X_Gon_Give_It/gifts).



> A commission for X_Gon_Give_It that I forgot to post here. 
> 
> Takes place during Ultimate Spider-Man's (2012) symbiote saga in season 4.

It was his fault. None of this would've happened if he hadn't rushed to return to the field. New York wouldn't have been taken over by raining pieces of Carnage while Spider-Man was stuck at the center of it all.

" _Agent Venom, get help!" Spider-Man had yelled as the Carnage crawled over his body like a wave of marching ants. "Get the Academy! The Avengers! Hurry!"_

" _But Spidey-!"_

" _You can't fight this on your own. Get everyone together and group up before it's too late!"_

He shouldn't have run. Venom and Spidey had urged him to retreat but that didn't mean he should have, and it was all for nothing; every line on his comm was either blocked with static or filled with the screams of symbiotes. He left a teammate behind for nothing.

RING RING.

The phone rang with the Star Wars Imperial Death March. Flash fumbled with the phone Peter left behind and answered it without thought. His mind raced in the small moment between accepting the call and bringing it to his ear. What if it was an emergency? What if it was Peter, who shook off the symbiote and was calling his phone because the lines were jammed? Who else would be calling in the middle of the end of the world?

"Peter?" he asked; heart in his throat.

"Um, no. Who is this? Why do you have Peter's phone? Is he okay? I swear, if you hurt one hair on his head-"

"Relax, MJ, it's me. Flash. And, uh," - how do you tell the girl that you're maybe-but-not-really-but-actually-really scared of that her best friend got turned into a red and black monster? - "Peter wasn't looking so good the last time I saw him."

"Well, that's just dandy," her voice rose into a frantic, hysterical pitch. "Here I am next to my comatose best friend while my other best friend is probably one of the freaks trying to get in and," her voice devolved into a crackly sigh, " _shit_."

"Whoa, hold on. They're converging on you?"

"Yeah, they haven't gotten in yet but they're persistent. There's no way we can-"

"Where are you?"

"Oscorp. 87th floor. I need to move Harry but I can't do it myself and Peter's the only one that might've been able to help but he's gone and I don't know who else-"

There were things he needed to do, more important than preventing two other people from becoming carnage bait. He had to make his way back to the tower. Had to figure out how to cure Spider-Man. Had to figure out how to cure _everyone,_ with legs that hurt, a scared symbiote telling him to run, and no idea where to start - but MJ and Harry were in trouble…

He set off towards Oscorp without a second thought. It was what Peter would've wanted.

"I'll be right there," he said as Oscorp Tower loomed into view.

.

He punched the stubborn carnageling in the throat and slammed the door shut, pressing his bulk against it as it bulged from the symbiotes' constant pounding. "I'm here, MJ. You okay?"

"Flash, you're - Wait, you're not Flash." MJ shrank away from the door, her arms spread protectively behind her to where Harry lay in a fancy-looking tube thing.

Flash pressed harder against the thumping door. "What do you mean? Of course, I'm -" Except he wasn't, he realized, staring at his black-clad hands. He was Agent Venom now and he just addressed MJ like they'd known each other for years. Whoops.

Putting on his best ' _I'm a superhero and not your average New York high schooler'_ voice, he said, "Don't worry, citizen! A very gorgeous and buff dude told me of your woes and I have arrived to help! No need to fear!"

Of course, that's when the ceiling to floor windows started cracking.

.

It hurt, like when dad used to snuff cigarettes on his arm. The glow of Anti-Venom's mouth and eyes even reminded him of the burning tip, tiny but painful. Venom screeched in his head, mixing in with his own screams and creating a double track of echoing pain.

"Harry, no!"

"Purify. Purify. Must purify!"

"It's Flash. You're hurting him! Let go!"

Miraculously, Anti-Venom loosened his hold enough that it felt like he'd been dropped in scalding waters instead of a lava pit. The ominous glowing even died down, which was great, because he'd been getting some pretty intense flashbacks there. "Flash?" said Harry. The real Harry, not this… Anti-Venom mess.

He urged Venom to retreat which the symbiote did gratefully. The air was different without the Venom covering his nose and mouth, more unfiltered, which Flash was thankful for as the smell of fried symbiote filled his nostrils. It was like burnt rubber. "Yeah, dude. It's me, Flash Thompson. Star Quarterback? Got invited to your house once? Ringing any bells?"

Anti-Venom's skin rippled, like two waves colliding and then settling. The glow came back, roaring like a stoked furnace. "Patient zero. Must purify." Flash braced himself for another round of pain.

THWACK.

Which never came. He popped open one eye. Over one broad white shoulder stood Mary Jane, holding a two by four and looking _pissed_. It was hard to tell between the emotionless eyes and the glowy fanged mouth, but Anti-Venom seemed as gobsmacked as him.

"Save the purification schtick for Pete. He's somewhere out here mummified by these weird things and we're gonna need Flash's help to get to him."

"Peter?" said Harry. Not Anti-Venom. "He's out there? He's… one of them?" His skin rippled again and when the wave settled it was Harry's head poking out of the very large, very _unfairly_ buff symbiote body. Seriously, what was up with that? Osborn didn't even go to the gym but add a symbiote and suddenly he's 7 feet tall?

"Yeah, he's one of them. Harry, we have to save him. You're the only one who can cure these things but we need Agent Venom's experience to help us."

"Agent Venom…?" Wide eyes met Flash's. He tried to stare Harry down, but it was hard when his body trembled with exhaustion without Venom to support him.

"Told him you were too green," he said, "but does he listen to his partner? No, he's too busy going goo goo ga ga over having you around. Pathetic." Months of SHIELD training had drilled on him things he should say and things he shouldn't say. Valuable PR training, they said, along with ensuring he didn't spill anything confidential. He took to the training eagerly, following the rules if only so JJJ had less fodder against Spidey, but Flash never could keep his mouth shut when he felt vulnerable and, laying helpless in the clutches of hands that could burn him alive if they so wished, left him feeling pretty damn vulnerable. Oh well, he'd suffer the consequences later.

"Wait, is Peter-"

Whatever revelations Osborn might or might not have had were interrupted by more red and black symbiotes. Venom reformed over him, making his drop to the ground easier on the legs. Anti-Venom didn't hesitate, rushing towards the encroaching carnagelings like they were his last meal. He grabbed them by their throats and sucked on the symbiotes until their high pitched screeching fell to quiet whines and only passed out college students were left.

Anti-Venom turned to them after sucking down the last one, his massive bulk sending shivers down the mental space occupied by Venom and Flash. "Where's Peter?" he growled.

It took concentrated effort for his hands not to shake, but Flash pointed to the what-once-was secret Hydra base. The building was overflowing with red goo, so much so that it draped across the roofs of neighboring skyscrapers. "There," he pointed to the bright red bubble encased the top, "I last saw him there."

Anti-Venom shifted, the bulging muscles and overbearing stature reducing to something more Harry's size - yeah, no more buffs for the nerd! - and the demonic glow replaced with a low, constant hum, like a running small motor. They ran towards the tower, Mary Jane's flats echoing in the street behind them.

"You know," Harry started between purifying an old man and a terrifying chihuahua, "if you're such a big, bad superhero, then why didn't you save Pete? I mean, you said you saw him get turned. Seems like a superhero's job would be to prevent that."

"Well," the punch he delivered to the carnageling was a little strong, but he knew from experience that the symbiote took most of the hits, so it was fine… probably, "it's not as black and white as that. There were Hydra goons and a doctor guy; this symbiote isn't like your typical linebacker. They souped it somehow, made it a super linebacker, and it was _obsessed_ with making Peter its new host."

"Of course it was obsessed, Peter is its original host."

"Say what?"

"I guess you wouldn't know that; it being a me and Pete thing. My dad injected him with another version of Venom. I saved him, of course, because that's what _best friends_ do." He said it casually as he took the carnageling Flash threw his way and purified it, leaving a faint New Yorker behind, but there was a hint of smugness in his voice, as if he was implying something. Flash didn't like it one bit.

"Oh yeah? Well, some best friends you were. You didn't even know Peter was Spider-Man. I mean, he must've not trusted you with the information but his crime-fighting _partner_ knew." Only because he found out by accident, but Osborn didn't need to know that.

Anti-Venom roared and rushed past a group of carnagelings, knocking the group over like bowling pins. He picked them out one by one and transformed them back with undue aggression.

"Wait," huffed MJ as she caught up with them. She brushed away the hair covering her face and spoke between heavy, uneven breaths. "Peter is Spider-Parker? Spider-Parker is Peter-Man? What?"

"Whoops. Forget I said that."

"You can't even keep his secret ID safe. Some partner you are."

"You wanna go, Osborn?"

"Really, Thompson? You wanna take me when I can eat you up like a light snack?"

"And what if I did?"

A small hand landed on his chest. Mary Jane stood between them, hands on their chests and fire in her eyes. "Quit your bickering already! I'm sure Peter likes both of you equally. Now, please tell me there's a working elevator on this tower because I am _not_ climbing this entire thing to the top."

Oh. They made it to the not-so secret base. That was easy.

.

"You know, if Peter were here, we'd be joking about the eye of Sauron. I don't suppose you know what that is, do you, Thompson?"

"Guys."

"Yeah, I know what _Lord of the Rings_ is, Osborn. I'm a jock, not illiterate. Plus there was, like, a bazillion movies."

"Guys."

"Hey, if your purifying thing is as painful for me as it is for Peter, then it's gonna hurt like hell. Might even put him out of commission for a bit. Don't worry, SHIELD has the best medical facilities anywhere. I'll take good care of him-"

" _Oscorp_ is leagues ahead of whatever SHIELD has. Once this is done, _I'll_ take good care of him.

"GUYS." From her perch laid across Flash's shoulders, MJ pointed upward. That one Hydra guy was smiling down at them, his mouth filled with pointy teeth and his eyes dancing with putrid glee. Carnagelings surrounded him on all sides.

"It never ends, does it?" sighed Flash.

.

"Not sure how to tell him, but I'm not a big fan of Peter's new look."

"I kind of like it."

Flash punched the carnage-bug away, only to find two sets of wide eyes on him. "What?" he asked, a tad defensively. "I don't want him to be the Carnage King, it's just a cool look. I like what I like."

The Carnage King, because that was what Peter was calling himself now, laughed. They had fought their way to the central room where a big, heart-thingy sat in the corner and Peter guarded it with symbiotes he controlled. The controlled symbiotes weren't such a big deal individually but they kept on coming and between them and the vampire-bat-Hydra guy, Anti-Venom couldn't even get close, which wasn't even fair. Why the heck would a Carnage King team up with a Dracula rip-off?

"Hey, Carnage King, you can do better!" shouted Flash as he tried to whack the annoying grunt out of Harry's way. "Like, way better."

"You know what?" Harry said, purifying the symbiote creatures that came their way. "We're in agreement for once. C'mon, Pete, this guy shouldn't even be a blip on your radar. Get rid of him."

The Carnage King scowled and held his head like it hurt him. It was then that Flash noticed a shiny yellow gem on his forehead. Did this new Carnage King like wearing bling or something?

"We must avoid the Anti-Venom, my king." The Annoyance said. "He is capable of grievously harming you. Quick, shoot your webs at him to stop him in his tracks." The Carnage King raised his arm, his fingers making that oh so familiar gesture as the carnagelings began swarming Anti-Venom-

"The gem on his head!" yelled MJ. "He's controlling Pete with the crown!"

So concentrated on Anti-Venom, they didn't notice him until it was too late. He wasn't Midtown Hugh's star quarterback for nothing. Flash swiped the jewel and crushed it onto the floor without a second thought. The Carnage King stumbled back, hand to his head, before oily eyes bulged open and all the carnage symbiotes snapped their attention to the Hydra-Freak.

"You tried to control me," Carnage King growled. "No one tries to control the Carnage King."

Wicked glowing red webs shot out of Carnage King's wrist, pinning Bat-Man to the wall where carnage-bugs swarmed him like he was their next meal, leaving nothing visible but the guy's pale, shaking hands which quickly slackened. The screams soon quieted after though it seemed to echo in the cavernous space.

"All right! One less problem to deal with!" exclaimed Flash.

Which was when the Carnage King decided it'd be fun to slam him into a nearby wall.

"You dare step into the King's court? You shall be ripped to shreds for your arrogance," said Peter in a very scary, very raspy voice. Very hot too, but mostly scary.

"Harry!" called MJ, but Anti-Venom was already bowling past the bugs and spiders and people - and then his hands were on the Carnage King's skin, except it burned. Even from his position plastered against the wall, he could tell that it burned; the Carnage King reduced to his knees and his cries echoing in their little red chamber. It was terrible to hear and even more terrible to know that Peter wouldn't be able to run, much less walk, when it was over.

The long arm that had been holding him against the wall sloughed off and Flash pitched forward, his arms outstretched because he had to help somehow, had to ease the pain, even if Venom shuddered at the sight - but then, before he could even get there, the cries stopped.

Harry was kissing the Carnage King. Harry was kissing Peter, the carnage symbiote trembling back from Anti-Venom's touch to reveal pale skin and brown lashes. It was one of those moments that seemed to drag on forever when realistically you knew it only lasted a couple seconds. By the time he got to their side, the carnage creatures were going berserk and the Carnage King was already gone; Peter, laid motionless across Harry's lap.

"What was _that_?" cried Flash.

"I purified him," stated Harry, except there was a hint of smugness underlying the words. Bastard. How dare he - What kind of a - AGH!

The air filled with the buzz of a thousand angry wings and the skitters of a thousand angry feet. The building shook and the heart, which had been steady throughout the fight, started beating faster and faster. It expanded once, becoming larger than ever before, then contracted, then expanded bigger and bigger, and when it shrunk again it left behind a hundred more carnagelings in its wake. They didn't attack but stood like good little foot soldiers between them and the heart; waiting.

Even Venom, who had grown accustomed to the impossible odds, seemed to quiver in Flash's mind but Flash had gotten good at ignoring the shrieking spider-sense. No, now was not the time for panic. Now was the time to focus on the important things.

"Hey, if that thing made babies then does that mean it's a womb?"

"Flash," snapped MJ.

"What? It's an honest question!"

"There's no way we can get past all those symbiotes," said Harry. "I don't know why, but purifying Pete took a lot out of Anti-Venom. We need a game plan. We need extra help. We need-"

As one, they glanced at the superhero laid over Harry's lap. Peter stirred, his eyes cracking open and his hand lifting, but he could only get his hand a few inches off his chest before it flopped back down, his eyelids slipping close. It reminded Flash of his own condition after Anti-Venom attacked him. If it were not for Venom, he would still not be fit for duty despite weeks of bed rest -

Venom.

If Venom could help him, then…

He fell to his knees beside Harry and Peter. Carding his fingers through luscious brown hair, he tilted Peter's face so he was facing him. "We need you, Spidey," he whispered before leaning and planting a kiss over Peter's lips. They were warm and soft, but slack, his breath weak against Flash's lips. He willed Venom to give a part of himself over and the symbiote did so gladly, with an anticipation that could only rival the sensation of coming home coiling between them until he felt a distinct separation; a small loss, compared to when that Hydra goon stole a part of Venom for his experiments, but a loss nonetheless.

Flash pulled back to the sight of Venom doing what he did best, spreading over Peter's body and turning the black and blue part of his suit white while turning the red into black. It wasn't until Venom had reached past his eyes that Peter began waking; his head lifting from Harry's lap until he was sitting up on his own.

Which was what he wanted but, uh...shit.

"Heya. How ya feelin', Spidey? You good? Up for some more crime-fighting?" Okay, maybe he was laying it on thick but what else were you supposed to do when you just kissed your superhero buddy and maybe first crush to give him a part of your symbiote suit? Okay, so yeah, he didn't have to _kiss him_ to transfer Venom over but…

Oh, so this is what they meant when they said 'stomach in knots.'

"Fine. I'm fine. Give me a minute," said Peter. So they gave him a minute. He rubbed at his temples and wiped at his eyes and then breathed a laugh through his nose. "I had the strangest dream, you wouldn't believe it. I got Carnage-d again, except this time I was calling myself Carnage King and Harry was there except he was Anti-Venom and tried to cure me but ended up _kissing_ me. And then Flash, you ended up giving me half of your suit by _also_ kissing me and - why aren't you laughing with me?"

"Look down," said MJ. Peter looked down.

.

.

.

"WHAT!?" exploded Peter as he took in his new black and white suit. "Wait, does that mean. Did it really-?" He brought his hands to his lips and then spotted Harry, and then glanced back at Flash, and then cradled either side of his head and curled over. "What is going on?"

"If it's any consolation, the suit fits you. Black and white is so your style." He gave Peter a thumbs up.

"I liked the red and blue better," muttered Harry.

Peter jumped to his feet. "Wait. MJ. Harry. This isn't what it looks like-"

"Flash already told us."

"Seems like a very bad move for a superhero partner; revealing your secret ID. You might want to get a new one."

"Oh, and what's that supposed to mean?"

MJ groaned. Loudly. "This is going to take forever. C'mon Pete, I want to be home by dinner." She grabbed Peter by the wrist and dragged him to the beating womb-heart and awaiting symbiote guards. Peter didn't protest, following along like a dazed limp puppet.

"Wait, you're not gonna kiss me too, are you?"

She scoffed. "That ship sailed when we were twelve, Parker. Now hurry up or else they'll start fighting over who was the better kisser."

Now, there was an idea. Before Flash could open his mouth though, MJ whipped her head around; her hair flying around her like an angry sea witch. Right. He'd ask about it later.

(It was definitely him though, right?. Yeah, definitely.)


End file.
